Grayscale
by VickyVicarious
Summary: "We've heard some rumors that you're going to be a pretty tough villain some day. Care for a head start on that?" - Warren must choose between light and dark, though maybe there's no difference at all anyway.
1. Chapter 1

_/the air turns dark around you, and squeezes itself out of your lungs against your will/_

The crowd was cheering, and Will Stronghold certainly looked happy, but Warren didn't take much notice, focused instead on his aching head. He stood too quickly in response to Stronghold's proffered hand, and had to make a great effort not to wobble when blackness spread across his vision, and everything suddenly seemed very distant.

He held his hands by his sides instead of clutching his head, so as not to alert anyone to his predicament, and kept breathing slowly, waiting until his vision cleared. His head still swam, but Warren thought he'd be okay.

Operative word: _thought_.

_/all you can see is Speed, spinning round and round, and your fire is dying/_

Warren miraculously made it into the locker room before he collapsed, slumping down on one of the benches and breathing slowly. He knew that it was the last period of school, and that the bell was about to ring, and that he really ought to get going, but all that was just a tiny thought in the back of his head, blocked by the swirling rush of air he couldn't quite reach.

He tried to breathe deeply, but for some reason he couldn't; his lungs felt concaved, unable to bend out properly, and he wouldn't be overly surprised if the vortex had actually snapped a rib. He had to admit it: that was a good trick Speed had there.

Warren heard footsteps approaching through the haze, and had his head not been currently splitting in two, he would have let go of it and stood up to preserve his image. As things were, he remained staring at the floor beneath his feet, hands rubbing his temples.

However, when a familiar black-and-white striped arm came into his view, in the process of wrapping around him and pulling him up to his feet, he did look up. Sure enough, Lash and Speed stood in front of him, expressions unreadable.

Warren grit his teeth. He really wasn't up to a fight right now. "What do you want?"

Speed crossed his arms resentfully, but Lash sighed, abruptly looking very tired. "To see if you're okay," he groaned, and Warren blinked – the biggest expression of shock he was willing to make at the moment.

"_What?_" he asked incredulously. Lash rubbed a hand over his face.

"This idiot here wasn't supposed to _hurt_ you," he said quietly, shooting an annoyed glance at Speed, who slumped further, glaring at the ground.

Warren stared at them for a long moment; Lash's arm probably the only thing holding him up on his feet. He tried to ignore the black spots still hovering around the corners of his vision.

"Why not?"

Warren liked to think that he sounded just like he always did, and that nothing in his face gave away his weakness, and maybe he was right. Maybe it was just the fact that he didn't force Lash to drop him, but either way, an expression of worry flicked over the older boy's face, and he stepped closer, peering at Warren.

"Hey, hey," he said slowly. "Are you okay?"

Warren swallowed once. Then a few more times, because he tasted bile and the world decided to tip to the right and darken. "Yeah," he said thickly. "I'm fine. Leggo of me."

Lash frowned some more at his slightly slurred voice, and met Warren's eyes for a moment before Warren had to blink. God, his head hurt.

"I don't think you are," he said slowly, and then whipped his head around to glare at Speed. "You moron," he berated harshly, "we weren't supposed to really _hurt_ him!"

Speed frowned and shrugged and Warren sagged slightly even as he attempted to straighten up and pull away from Lash. "How was I s'posed to know it'd affect him that strongly?" the superspeed boy asked. "As long as they don't pass out, everyone else is usually fine."

Lash sighed, arm unwinding from Warren's torso. "You are such a _blockhead_ sometimes. What does fire need to stay lit, dumbass?"

"Air." But it wasn't Speed who spoke; it was Warren. The loss of support had been the last straw, and now he'd gotten past caring about his image, just taking slow, shallow breaths, one hand clutching his ribs. "I need air."

"Yeah, I _get_ it, okay?" Speed grumbled. "I'm frigging sorry, quit – hey!" He darted forward just in time to catch Warren before he hit onto the concrete floor, and Warren would have been seriously annoyed by the show of weakness had everything not just turned black and fuzzy and soft and very, very distant…

_/and you can feel it going from your chest with a great gasp, but nothing's there to take in/_

Warren woke with a start, jerking up half-out of bed. His head swam, and he had to lean on an arm and brace himself for a long moment. His chest hurt, his head ached, and it took several moments for him to remember why. When he finally recalled the circumstances surrounding his sleep, he narrowed his eyes and glanced carefully around the unfamiliar room. His first thought would have been that Lash and Speed had done something else malevolent to him, if it weren't for the exchange they'd had before Warren had passed out – and the oxygen mask currently strapped to his face. Warren took deep breaths and relished the feeling of his fire coming back to life.

As he did so, he took in his surroundings. It looked like a bedroom, but an extremely posh one. Like the guest room of some mansion or something, or at the very least someone who wanted to pretend they owned a mansion. Regardless, it was definitely not the school nurse's office. Warren remained sitting on the edge of the bed for a while longer, anyway; it would be stupid to move and get himself in an unknown situation (especially one involving Lash and Speed) before at least getting his head clear again.

But the oxygen had clearly been going for a while, even if his body still ached, especially around the ribs (Warren wasn't worried; he was lucky enough to have two powers, though most didn't know it, and he was capable of taking a lot of damage without injury, or healing very quickly when he _was_ hurt). When Warren very cautiously lit a candle-sized flicker on one finger, the flame worked fine without any new ill effects. Still, he waited a bit longer before pulling the strap off his head and climbing out of bed. His feet were bare, he noticed with a slight shake of his head. He could still get away if he had to, but it would slow him down – which was probably the point.

There was only one window in the room, and when Warren peered out of it he didn't recognize the neighborhood. At least there _was_ a neighborhood, though, that was mildly reassuring.

Warren moved as stealthily as he could down the hall, feet sinking deep into the lush carpet. Around a corner up ahead he saw light, and heard voices. Warren was just wondering whether or not he should go speak to his benefactors/possible kidnappers, when a female voice called out, "Oh, there he is! Woken up already, Warren?"

Well, he had nothing to lose. With a shrug, Warren rounded the corner, straight into a lush living room occupied by Speed, Lash, some popular senior, and that cheerleading girl. On the coffee table in the center of the room were some snacks as well as a computer monitor showing a live feed of the hallway he'd just left. He frowned.

There was a pause.

"Who are you guys?" Warren asked, pushing past Lash to sit next to him on the couch. He wasn't much afraid of his fellow students, though he was aware that they had numbers on their side, even _if_ Speed couldn't outmatch him solo. There was little point in being polite with these people, though.

The cheerleader girl looked like Warren had just smacked her. "Ex_cuse _me?" she asked. "You don't know who we _are?_"

"Well, no," Warren admitted. "I know those two –" he waved a dismissive hand at the black-and-white-stripe-clad boys, who grumbled in response – "but I really can't remember either of you girls' names. But actually I was really asking what sort of group this is. You clearly weren't going to take me here to play checkers, and it's pretty obvious that you –" he aimed this at the popular girl with the calm smile – "are in charge."

"So," Warren finished, leaning back and meeting her eyes, "I guess I really mean, 'what do you want?'"

She shot her disgruntled companions a look that seemed to say _see, I told you so_, and stuck out a perfectly manicured hand. Warren took it, and was surprised at the businesslike quality of her handshake. "Gwen Grayson," she said, eyes glittering, "and that's Penny. We've heard some rumors that you're going to be a pretty tough villain some day."

Warren narrowed his eyes, but kept his mouth tightly shut.

If anything, Gwen's smile just got wider. "Well," she said slowly, "care for a head start on that?"

_/so when the air finally comes, it's welcome enough that you don't notice the taint of poison till later/_


	2. Chapter 2

A minor change to the movie timeline appears in this chapter. In this retelling, Will didn't ask Layla out to the Paper Lantern until about a week after he first sits with Gwen and Penny at lunch (aka the day of the Save the Citizen game). Gwen's dinner with Will is also postponed. The reasons are still the same, but it just took Will a little longer to get guilty enough - and Gwen was otherwise occupied, as you'll see.

* * *

><p><em>you first feel fire in the middle of the night, an explosion that rocks the house/_

The next day at school, Warren bumped into Stronghold in the hallway. Glaring was second nature, even if his mind was focused on other things at the moment. Such as the arm that snaked expertly through the crowd to grip his elbow and steer him down the hall.

When he got close, Warren shook Lash off. The older boy just grinned at him, and a freshman behind Warren gasped dramatically. Warren rolled his eyes. The whole school would probably think they were best buds by lunchtime.

"What do you want?" Warren asked, careful to keep his tone blank. He wasn't quite sure what to think of Lash, beyond the obvious bully angle.

Lash seemed to have realized this, or so Warren assumed by the way his smirk grew just a little wider. "We're having lunch outside today," he shrugged. "Come and join."

Despite his nonchalance, there was a bright flare of resentment in his eyes, and Warren snorted. "Orders from on high?" he guessed, and was proved right by the way Lash clenched his teeth and didn't answer.

It had been obvious since last night, but this Gwen Grayson – if that was her real name – was far more than what she initially seemed. She had deep power, a humming energy that could power a thousand generators on resentment alone. Warren just wasn't yet sure what exactly she resented, or whether it was wise or even possible to escape her magnetic field now that she'd decided she wanted him on her side.

After all, she wouldn't want to alarm the public, but he'd be too much of a security risk if he refused her offer. Warren guessed she'd ask Speed to visit him at home and play ring-around-the-rosie for a while. He'd die easily enough from that, so the only question in that case was whether or not Speed would have the guts to do it this time, knowing the consequences. Warren didn't think so, but he wasn't willing to take the chance.

"I prefer to eat alone," he told Lash. "Inside. And Penny is irritating."

"Sure," Lash snickered, "but she's hot and dude – instant harem." A wink. Warren's scowl indicated just how little he was inclined to indulge in locker-room talk with his companion, so after a brief pause, Lash shook his head. "Anyway, Miss Queen Bee doesn't want you talking to her in public. You're her dirty little secret." Another wink flashed his way, and Warren crossed his arms. Lash just stretched an arm around his shoulders to pat him reassuringly. "So, see? No problem. Just us guys."

Warren grit his teeth, but eventually muttered, "I'll think about it."

But he ended up leaving the lunchroom in disgust anyway, as Penny and Gwen fawned all over Stronghold. They'd been doing it ever since he'd been bumped up to Hero, but it was especially nauseating after what he'd learned last night. The guy's sidekick buddies watched on in a mix of envy and distaste of their own, and as Warren tugged open the cafeteria door, Gwen threw him a sultry look of pleasure, like a dragon that's just eaten the king.

Warren shuddered as he crossed the lawn towards Speed and Lash's picnic, realizing that he'd already made his decision.

_/it dances all about you and you can hear your mother screaming, but you still smile/_

"You just got your power last _year?_" Speed gaped. He was collapsed into the most comfortable chair in Gwen's living room, ostensibly doing math homework but realistically – as with Lash and Penny – eavesdropping on the power assessment Gwen had insisted she needed to give their newest member.

Warren shrugged, not much bothered by his late development. "Well, creating fire. It's never hurt me in my life, but that might just be my second power." The interest in the room noticeably peaked, and Warren sighed. "Uh, Stronghold threw me through like eight walls and not a bruise? I'm kind of really hard to hurt."

Speed snorted. "Not for me."

Gwen leveled a glare his way. "No interruptions." Then she turned back to Warren. "I thought so. Your heat is less than it should be for an elemental power, and the way you use it could be greatly improved. For instance, if you could throw fireballs faster and actually hit him, Speed would be _toast_."

Speed reeled back from the pointed comment, face screwing up, but Lash stretched an arm to slap a hand over his mouth. "Forget it, man," he said. "Now get to work, you're supposed to be the math whiz and that's due tomorrow." They seemed to be trading work for the subjects they did well in.

After several more questions ("Can you control all fire, or just your own?" "Just how much damage can you take?" "Can you direct fire once it's no longer touching you?" and so on), Gwen finally put down the computer she'd made it in ten seconds flat by just waving a hand over a workshop table scattered with parts, and delivered her assessment.

"Well, Boomer was definitely right to put you in Hero. You've got _power_, and lots of it. All you really lack is practice, control, and technique, all of which I can train into you much faster than the dolts at school." She paused, and Warren nodded his complete agreement. A satisfied smile on her face, Gwen went on, "I'm going to set up a training schedule for you here – I've got a room for it in the basement. But even at home or at school, you can practice. Simple things, like controlling your body heat or giving off heat without creating flames, you can do at school without alerting much attention. At home, I want you to practice controlling fires you _haven't_ created – putting them out, making them stronger, and eventually shaping them in midair, away from their source."

She took a deep breath – then grinned with evident joy, meeting Warren's eyes. "You're lucky – like me," she claimed. "Speed, Lash, and Penny are all tough, but they can't really train their powers to become stronger… just use them better. We're different, though. Strong. We're _real_ villains, Warren. If we work hard enough, we're _unstoppable_."

Something glittered in her eyes during that speech, a hateful sort of tattered pride that spoke very strongly to Warren, and he found himself grinning back in a way that showed all his teeth. He felt sharp, dangerous, and despicable all at once, and it wasn't until five Pennys simultaneously complained about being spoken of as inferior, backed up by the indignant Speed and Lash, that he could look away.

_/you're too young to understand after all, just a baby, and you laugh while the house burns and collapses, keep laughing in the wreckage until your father returns for you, smelling of smoke and blood/_


	3. Chapter 3

_/you visit a shrink when you're ten and your dad's just been locked up for mass murder/_

Warren stared straight at that friend of Stronghold's – Lila, or something. He'd already forgotten. She was rambling on and on about Stronghold, and while perhaps Warren should have been all into acquiring knowledge of his enemy and all that, he was just too tired.

Gwen had been training him horrendously. She warmed him up – no pun intended – with control exercises for about half an hour, then plunged abruptly into real-life combat that was far more useful than the stuff Boomer taught. It was also a lot more dangerous, obviously, and Gwen took Warren's near-indestructibility into account – no matter how hard he fought, she always managed to tazer him or stun him or freeze him or throw him into enough things that even _Warren_ was aching and exhausted afterwards.

Speed and Lash and Penny had much lighter regimens – well, Warren was pretty much just assuming about Penny, since he still didn't like her and never really interacted with her. He had glimpsed her once, sending at least twelve different clones into a coordinated assault against one of Gwen's robots, an attack that greatly raised Warren's estimation of her skills – but even so, that didn't change the fact that her personality was too annoying to stomach for long.

Not that the others were much better. Speed didn't like Warren, and though it was incredibly obvious that he was completely under his buddy Lash's thumb (Lash in turn acknowledged Gwen as top dog), he never missed an opportunity to glare at Warren or make a nasty comment. For the first several days, he'd mocked Warren viciously for coming out of the training room in such an awful state. Then he and Lash had wandered in to test out some sort of superspeed boomerang tag-team idea or something, right in the middle of one of Warren's scheduled sessions. After that, he became oddly quiet on the topic.

Warren had found it really difficult to figure out how he felt about Lash until about a week ago, when he'd finally decided they had a quasi-friendship. Warren didn't like the nastier parts of Lash's personality, but he didn't have to witness those most of the time and Lash was decent to hang out with. Warren would have no qualms about ditching Lash whenever he had to, but he knew Lash would do the same for him so they had a strange sort of friendship anyway.

He was the only friend Warren had, at least, and while Warren wasn't upset about that, it did count for something. And at least he wasn't like Stronghold's friends, the kind that talked big about having their buddy's back, but just sat around saying nothing when he abandoned them for the popular crowd. Warren had kind of expected them to attack Will until he saw reason or something, and it was mildly disappointing to see they weren't that good of people.

Certainly Lila wasn't attacking anyone, but then Warren couldn't really blame her for being miserable over Stronghold. She was in love with the guy, that much was obvious from even just the little Warren had listened to, something about lima beans; and if love wasn't cause for moping, what was? And she was certainly exercising her moping rights – oh, she was trying not to, but even the extremely unsympathetic Warren couldn't resist sitting down across from her and speaking quietly until he had her all cheered up and determined again.

He wasn't sure why. Perhaps it was because, throughout the entire exchange, Lila had been so refreshingly innocent. The way his days went lately, it was sometimes hard to remember that not everyone had that same sharp, dark edge that Gwen did, but this flower-girl was just so obnoxiously innocent that Warren couldn't help but like her.

He should have known better than to expect that there would be no consequences. It was Gwen's most treasured lesson, after all: nothing was ever easy, not for them.

_/you're a bit unusual in that despite not consciously knowing about anything your dad did until lately, you've already fully accepted it, and the shrink isn't sure what to make of you/_

"What the hell do you think you're doing?" Gwen demanded, voice distorted from inside her armor, but still perfectly understandable. She aimed some sort of ray at Warren and fired almost immediately.

He dodged and swept an arm out into a whip of flame that wrapped around her ankle and yanked her off balance and set the metal sizzling, besides. Gwen shrieked; the entire affected area peeled away and flung itself across the room before it burnt her skin any more. Warren watched impassively, considering his answer very carefully.

Of course, it's difficult to consider all too carefully when you have a supremely pissed-off supervillian gunning for you, and in the end Warren found himself strung up in a stasis field with at least four gun-type things pressed to his throat. He swallowed, belatedly realizing that the wild fury in her eyes was far worse than normal.

"What are you _doing?_" She hissed. "Why would you _ever_ want to touch that weakling? What the hell are you doing?"

More frightening than Warren's complete helplessness, more frightening than the muzzles digging into his Adam's apple, was the way Warren could see Gwen falling apart. Her hair was wild, her voice actually _shaking_, and it was obvious that, plan or no, Gwen might very well blow Warren's head off in a fit of anger if he answered her incorrectly.

"I'm doing it to get to Stronghold," he said, concentrating on keeping his voice and gaze steady. "I haven't just stopped hating the guy, you know. And you always fawning over him in school just means I can't approach him – not that I don't want to. I'm not going to physically hurt him since you need him and all, but… I'm doing the exact same thing you are. Lila and I are just dating to irritate him."

At some point, something Warren said must have reached Gwen, because the guns pulled away and clattered to the floor. She looked down at them, her whole body physically shaking, and muttered harshly, "It's _Layla_, you idiot. At least get that much right."

Warren waited until she glanced back up at him to grin widely, though there wasn't really any feeling behind it. "Okay," he said. "Layla, then."

The stasis field dissipated abruptly, and Warren fell to the ground in heap. By the time he stood up, Gwen was gone.

_/when you've been returned into protective custody, where you will be kept until the trial is over just in case they need your testimony, you have your very first nightmare/_

Gwen was evil, or at least had the very strong potential to be. This was undeniable to Warren, but she was also a very good actor and over time he had realized that she showed him a lot of things that no one else saw. The breakdown she'd had, for instance, the day she'd seen Warren with Layla and managed to (easily, what with her supreme access to the school's gossip net) find out that they were 'dating'. No one else had ever seen anything remotely like it, and even though Speed, Lash, and Penny all thought they were tough enough, none of them understood in the slightest what they were getting into.

Of course, Warren didn't either; that was the problem. Or at least one of the worst ones. He knew how dangerous Gwen was, how insidious and devious and completely in control; what he didn't know was her plan.

So far she hadn't required anything of him yet. All she had done was train him, make him far more powerful than even just months ago, and Warren had nothing against that. But he knew that soon (otherwise there was no reason for the incredibly intensive level of training) she would reveal her plan to them, and until that point there was nothing he could do anyway, so he rarely let his lack of knowledge get to him. At least he was aware that he lacked knowledge, and on the lookout for any clues as to what Gwen was hiding, which was more than any of the others in the group.

In this manner, Warren put aside his worries for most of the time. He had enough to deal with anyway, just with the constant ache and exhaustion from training, not to mention having to put up with Layla's friends all the time, work, _and _school. So the day Gwen did finally reveal her plan, Warren was completely unprepared for it.

It was two days before Homecoming. He had work at the Paper Lantern that night, but when he was almost home, his phone buzzed with a message telling him to report to Gwen's home immediately. He skipped out without even an excuse, which his boss would probably fire him for, but the ramifications of blowing off Gwen were far worse.

She was waiting with the others when he arrived, and it was with a sly grin that she revealed her true identity as Royal Pain, a certified supervillian defeated eighteen years ago by – she slid a look to Warren and held his gaze – the Commander himself.

Gwen's plan, a mystery to them all along, was wonderfully thought out, and her so-called father (who Warren had only seen once or twice in oddly subservient positions) was suddenly explained. She planned no casualties, she said, no cruelty; just an all-new beginning where the villains had the advantage for once. First they'd Pacify the superhero parents and teachers supervising the dance, then all the students. Once that was done, Stitches would take them to the new location she already had prepared. They might have to hole up there for a while, but with the major superheroes taken out of commission and almost the entire population of heroes-to-be held hostage, it wouldn't be difficult to organize a selective breakout from the super-prison. With more help, it would be easy to raise a whole new generation of supervillians, and in only around twenty years the world would be forced to crumble before their power.

"We can raise them _properly_, this time around," Gwen said, smiling blissfully at Warren in a way that caught his breath in his throat. "The strong ones will never be subjected to the sort of dismissal and derision _we've_ gone through."

It was as though the others had disappeared from the room entirely, and they were at least smart enough to shut up for now. Warren couldn't quite breathe; Gwen looked beautiful, in the glowing way of a pregnant woman, and in a way she _was_ – and wanting him to be the father. She was high on the future she envisioned and he was attracted to her in a way he'd never been to anyone before.

"It'll be _perfect_," she breathed, and her hand caught his. Unable to speak or look away, swallowing dryly, Warren slowly curled his fingers around hers.

_/in it, Dad's got a quirky smile on his face as he shows you the very best way to burn someone, and the shrink screams and screams/_


	4. Chapter 4

Some mention of sexual activity in this one. Canon-warping also begins in earnest now.

* * *

><p><em>there's less than two hours until the dance, when she arrives at your window/_

The next day was oddly normal. Warren attended school, and kept his head down for the most part. He ate lunch with Lash and Speed for the first time in a while, much to the shock and dismay of the little posse of sidekicks that had taken to his table.

Actually, Lash came to get him after he'd already settled down with his book and cafeteria food and now-familiar desire for earplugs. The taller boy arrived out of nowhere to lean down and rest his elbow on Warren's shoulder. "Hey, Hothead," he said, "you've been neglecting us for _these_ little weaklings? What's up with that?"

The one that liked to wear lots of orange puffed up at this, but Speed whizzing forward to shove him off his bench took care of that and soon he was just another puddle on the sticky floor. Goth girl glared, and Layla looked at Warren with wide eyes. On his left, the loudest of the bunch had fallen suddenly quiet. Lash waited for a response, so the only sound at the table was Speed devouring the puddle kid's pudding.

Warren sighed.

Then he shoved Lash off his shoulder, and stood up. "Shut up," he told his somewhat-friend, "and leave them alone, would you? Rein in your idiot."

Speed lifted his head with a glare at this, but Lash absentmindedly stretched an arm over to land on his shoulder and restrain him from whatever move he'd been about to make. He didn't look away from Warren's eyes, and seemed oddly solemn. "Warren's right," Lash said. "They're not worth our time. Let's go."

They left the table without another word, lingering at the cafeteria doorway to wait for Warren to catch up. Warren picked up his bag, then debated a moment before snatching the apple and pudding off his tray and leaving the rest. Everyone at the table was still watching him; but more importantly, a single Penny across the room was also staring intently at him, undoubtedly on Gwen's request. He met her eyes for a moment, then looked down at Layla's horrified face ('you're friends with _them?_' she seemed to be asking) and mustered up a tight grin that was obviously false.

"See you tomorrow."

Then Warren left, to join Lash and Speed under their usual tree on the soft grass outside. He tossed his pudding to Speed who snatched it out of the air with a grunt, then sat down with his back against the tree and bit into his apple. Lash began going on about something or other, but Warren didn't pay him any attention, instead closing his eyes and chewing contemplatively.

Tomorrow, all this would disappear. Warren couldn't quite wrap his mind around that; couldn't decide how to feel about it.

_/she steps inside without a word and pretty soon her mouth is wet against your collarbone/_

Warren found himself unable to muster up much hate for Stronghold.

Oh, he still didn't _like _the guy at all, but somewhere along the line with Layla's little stories of childhood memories and after the realization that Gwen was about to eat this poor kid alive in just a few short hours, the hate had mostly faded away. Also, Stronghold was looking pretty pathetic, sitting and calling Layla all night. Warren had a good idea of what had happened; given Gwen's plan to use a big party as a distraction to help her and Speed steal back her Pacifier from Will's home, and the fact that Layla was Stronghold's next-door neighbor, it was pretty likely Layla had seen Gwen and Will doing something she didn't like, and a fight had erupted out of that.

At least it was somewhat gratifying to see Stronghold realizing what a mistake he'd made valuing popularity over someone like the hippy. She might not be such a fan of Warren anymore after seeing him interact so casually with bullies like Lash and Speed at lunch earlier (although, she was probably the type who'd assume the best and try to believe in him or something regardless), but Warren still had a fond spot for Layla. He had never really known many people like her – wasn't entirely convinced she wasn't the last of her species, actually – but she liked Will enough to mope about in a restaurant until closing hours. If that went the other way as well, as it seemed to be doing tonight, and given the fact that Stronghold was on borrowed time already – Warren kind of thought, what the hell.

He sat down, talked a bit of sense into the guy. It probably wouldn't really make a difference for tomorrow, anyway. There was no real reason _not_ to do it, except that Warren wasn't supposed to care if Layla got her little happy ending with Will Stronghold, seeing as they'd be either babies again or dead very soon, and he was meant to hate them all anyway. But so long as Gwen didn't find out…

Rather than continuing that line of thought, Warren worked diligently at the Paper Lantern to show how grateful he was for not losing his job after skipping out yesterday, then went home and tried on the tux he'd just gotten back from the dry-cleaners.

It fit him very well. Wearing it, he looked just like his dad, except his dad had always been very cheerful and pleasant and never scowled at anyone, not even when he was murdering them.

_/she's beautiful, and as vicious as expected and you're entirely lost, when she promises what she thinks you want most to hear/_

There was something rather humiliating about taking a school bus to a dance, but Warren couldn't be seen with Gwen yet, Penny would never even think of taking him (he'd never think of asking her), and his and Lash's dubious friendship didn't extend quite that far. Warren certainly didn't have the funds to purchase any flying vehicles of his own, so he grit his teeth and trudged onto the school bus full of overeager freshman. At least no one tried to sit next to him, or anything, and these guys were too scared of him to laugh at his presence, so that was something.

Still, it gave the night a distinctly unpleasant flavor, one that only worsened as time passed. It was no one's fault, exactly – and certainly, Layla tried her hardest to put away whatever negative opinions she might hold about him and be nice – but the whole event was just annoying. Stupid, really, in the way that all school dances are, but that was inevitable, Warren supposed. At least Gwen's dramatic reveal livened things up a bit.

It was a pleasure to see the Commander go down, even just as a baby. Heat flashed through Warren at the sight, and he clenched his fists, almost eager to dive into the fray. He _wouldn't_, because Warren would never attack a mere infant, but the urge was there, distressingly prevalent amidst the panic growing all around him, and Warren took a deep breath to calm himself.

Coach Boomer saw this show of mild composure, or something, because all of a sudden he was yelling for _Warren_ to get the rest of the school out, relying on Warren for rescue despite all of the less questionable Hero-class students surrounding them. Maybe Warren was just less terrified-looking, or maybe his PE teacher had always secretly trusted him, or maybe he was just the first person Boomer saw; it didn't really matter. But it was ironic, sort of, and Warren kind of smiled at the baby just crawling out of those hideous gym shorts. Whatever might have caused it, such a show of trust was… nice. But also kind of unfair; he didn't exactly deserve it, after all.

_/you watch her leave after and she's glowing, in love with you or what she's planning you don't know, but undeniably in love, and you finally choose/_

The only real problem was that Will Stronghold wasn't there. His parents were already effectively neutralized, but at this point Will was a wild card, and that was exactly what Gwen didn't want. That was the whole reason she'd originally picked him, as she'd told him earlier that night.

"You're the ace up my sleeve," she'd said seriously, professional as always despite resting her head on his naked shoulder. "I would've probably been able to pull this off with just the others – but if the Commander's taught me anything, it's that you can never be sure. Don't let anyone know you're on my side. Just watch – and if you see something that needs to be taken care of, do it. You're my insurance, Warren, so – " she'd smiled suddenly, and his heart had thumped a bit harder " – don't let me down."

So now, seeing the problem that Stronghold could potentially come, Warren took the initiative to exit the dance floor in a way that wouldn't alert anyone to his true allegiances. The fact that he ended up bringing along four sidekicks was a bit unexpected, but he could easily work with that.

It was also unexpected for him to feel a tiny bit of fondness for them, when that loud kid got so proud about being able to glow the way for them and goth girl sang that half-mocking/half-sweet line about, "…and then all the reindeer loved him…"

Warren had forced himself to endure their company for months now, and not once had he liked them. But maybe the fact that this was pretty much the end of their acquaintance changed things a bit. He pondered that as they reached the end of the tunnel and miraculously enough, Stronghold actually _was_ here somehow to rip off the vent and let them out, to apologize ridiculously to Layla and make all her dreams come true, probably.

It wasn't like saying goodbye had ever bothered Warren before. But then again, he'd never really said goodbye to anyone he cared about. His mother's death was nothing more than a half-memory, one of those supposedly long-suppressed ones he'd abruptly recalled halfway during his father's trial. His father, well. Warren's relationship with his dad had always been unusual, a fact explained easily enough in hindsight, and saying goodbye to that man had been a relief in many ways. Warren had felt very numb for most of that time, quiet and unable to form any sort of opinion about even the most vital things. This time was different.

If he was having such a hard time with the thought of just turning traitor to this pathetic group, could he really go through with this?

Penny, Lash, and Speed chose their moment well. They interrupted Layla and Will's sweet but honestly sickening kiss, and served as an abrupt reminder to Warren that, yes, he could go through with this. He kind of had to.

Lash grinned at him, and Warren smiled slightly back.

Penny's voice went sour; "I _hate_ sweet." Warren stepped forward, crossed the invisible line to stand with the villains.

Gasps from behind him, Layla's voice whispering his name in a plaintive sort of horror, and Stronghold saying, "But I thought…"

Lash laughed, delighted in the trick. Warren said, in an explanatory sort of way, "Well, six on three isn't exactly fair, is it?"

And after that there were no words, just powers: Pennys everywhere, Lash stretching, Speed blurring out of sight – puddle kid wide-eyed and melting down, the loud one bright and terrified, goth girl snarling, Will's fists clenching, and Layla, her eyes shimmering with tears, not attacking anyone, just yelling, trying to convince Warren not to do this –

The fire swirled out from him and forward to surround her, whirling higher and hotter until she'd completely disappeared from sight.

_/you put your dad's tux back on, think about how to do this, think about how he would do this, and then you quietly vomit until it's time to go to the bus-stop/_


	5. Chapter 5

The main reason this chapter took so long was because I find writing fight scenes difficult and I'd written myself into a corner where I couldn't just copy the fights from the movie, not even a little bit. I pretty much like how they turned out, but it took a while.

Next chapter will be the last.

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><p><em>it's not public knowledge, but the day the Commander caught Barron Battle was your birthday/_

Layla's scream turned wordless, pained; with a roar of anger, Stronghold rushed forward to slam a punch into Warren, who dodged at the last moment, letting go of his flames in his distraction.

Lash was laughing, arms already spinning into tight loops around the goth girl and puddle kid. Speed was occupied whizzing forward to slam into the loud one, who was louder than ever, yelling in fright. Penny unexpectedly turned as if to aid Warren, but he shook his head at her, and caught Stronghold's next punch in a hand that flickered with fire. Stronghold yelped and yanked his hand back.

Warren was ready to press his advantage, but just as he threw a fireball at Stronghold, something caught his attention and he missed in his distraction.

Layla was standing up.

She was burnt; her hair and clothes both had the look of having fire recently slapped out of them, and there was an angry red mark across her cheek. But those injuries were relatively minor. What had Warren surprised was the look on her face. It was dark, fed-up, and _strong_.

"Oh no," she snarled, "I've had enough."

And then she lifted her arms in a fierce, heavy motion, and the floor began to crack underfoot. Giant _vines_ shot out from the hallway underneath them, growing rapidly and twisting around to capture Lash, Penny, and Warren. They also shot towards Speed, but he dashed off, still hanging on to the loud kid. They disappeared around the corner, a dark blur.

Warren struggled, but had no luck removing the vine wrapped firmly around his middle, which had lifted him off the floor. From what he could see, it looked as though Penny and Lash were in the same predicament, though Lash at least was still hanging on to the Sidekicks he'd captured.

Moments later, one turned to goo and oozed right out of his grasp. The other shifted into a guinea pig and bit his finger until he dropped her to the floor. Warren rolled his eyes.

"Layla!" Will rushed over to his… girlfriend, Warren supposed, catching her in a tight hug. "You're all right!"

She hugged him back for a moment, but then gently pushed him away. "Will – you've got to go stop Royal Pain. We can take care of these guys."

"But –"

"Go!" Layla insisted. "We can handle it!"

And with a last worried look, Will turned around and ran straight through a wall, heading for the gym. Layla turned back to her captives, with the puddle kid and goth girl joining her on either side.

She met Warren's eyes, and her firm expression flickered. "Why…"

Warren closed his eyes, and in a burst of energy, fire ignited in his fists and rushed up his arms, burning right through the vines holding him trapped.

He dropped to the floor in a crouch, then slowly stood. The heat from the flames on his shoulders warmed his face, and he smiled.

"You can handle us… huh?"

_/you were at school at the time, and when the principal called you out of the classroom, you wondered if your dad had come to pick you up early in celebration/_

Just as Warren spoke, Lash shot out his arms, aiming a punch at Layla. Puddle kid leapt in front of it, turning into goo under the impact, but blocking the blow. When he reformed into human shape a moment later, he had a calculating look on his face.

"Layla," goth girl whispered urgently. "Are you okay? I – Zach's alone."

Layla nodded. "Go help him."

Warren watched her running down the hallway, and debated tossing a fireball at her back. He decided not to bother when Penny started shouting at him to help her get down, kicking her legs futilely, and drawing his attention back to the vines just in time to duck under a new one swinging at his head.

What followed was a fierce battle between Warren and the vines, which seemed to be multiplying like some sort of hydra every time he burnt them. He didn't have time to help Penny, or Lash. He didn't have time to do much more than dodge and burn, and marvel at the amount of power the hippie had been hiding all this time.

Warren did, however, notice when Lash, who had stretched out his arms to grab onto another vine across the hallway in an attempt to pull himself free of the vines trapping him, began to moan wildly and start clawing at his face. Spinning around to look at him, Warren was startled and a little horrified to see a distinctive orange goop clinging to his friend's face, blocking both his mouth and nose. No matter how much Lash struggled, he couldn't get it off, and soon his efforts grew feeble and slow. Eventually he stopped moving altogether, slumping limply in the vines holding him.

Too distracted by the sight of this, Warren failed to dodge in time, and first one, then many vines slammed him up against a wall, forming a thick layer of vegetation over his body, even blocking his mouth so he couldn't speak. When he tried to light up his flames, he was startled to find them unable to immediately burn through the vines pressed against his torso, and Layla smiled.

"The roots have broken into the pipes and are gulping up water right now," she said. "Don't think you'll be able to burn them so easily this time."

Then she turned ominously to Penny, puddle boy detaching from Lash's face to join her.

Penny didn't last even a single moment staring at them before yelling, "No! Don't do it! Don't hurt me! Let me go!"

She then proceeded to reveal all the details about the scrambler Gwen had set to disrupt the school's antigravity device without even the slightest bit of prompting. When she'd finished, the two Sidekicks exchanged worried glances and dashed away in the direction Speed had gone several minutes earlier, not even sparing a glance for their prisoners.

Penny continued to scream and flail insensibly. Lash didn't move, but as Warren looked more carefully, he could see his chest rising and falling steadily.

Warren sighed, and started burning.

_/of course, a deputy was waiting in the office instead, and the principal's eyes were wide, and no one told you what was happening but you knew it wasn't good/_

When he finally managed to blast through the last of the vines holding him against the wall, Penny shouted at Warren to free her.

He looked at her, and confirmed every single thought he'd ever had about her being useless. Hanging helpless in the vines, she looked scared for her life; she'd never even had the chance to use her powers, and now she was trapped, expecting to die as a result of the plan she'd helped carry out.

Warren turned and walked away, leaving her there. He ignored her screams, echoing down the hallway after him – and he ignored Lash's unconscious body too, friendship or not.

If the bomb went off before Warren could get back to them, they _would_ die. But that wasn't likely to happen, and if they were free they would just make things more complicated.

Shortly after turning the corner – having opted not to use the path Stronghold had made straight through the walls – Warren came across Speed, also passed out. He was trapped halfway in a wall, with only his back end sticking out, and Warren wondered for a moment how he could have gotten that way. It was pretty obviously his own speed that had propelled him into the surface, but why hadn't he just dodged? Judging by the lack of greenery present, Layla had played no part in this.

After a moment of thought, Warren actually smiled. Speed would have definitely avoided the wall… if he hadn't been blinded by a bright glow in front of his eyes. Or maybe he'd tripped over a rodent too low to the ground to notice in time. Or even both.

Those Sidekicks weren't so weak after all. And since Penny had already told them about the scrambler, they were probably working on defusing it somehow even now. Which meant, even if Warren didn't return in time, no one was going to die.

Well, probably, anyway.

_/they still didn't tell you anything hours later, just left you alone in a room with some snacks and a TV to keep you occupied as they rushed about trying to deal with the uproar the capture had caused/_

Warren was rewarded for choosing not to follow Stronghold's path of destruction when he came across Layla just before the entrance to the gym. She didn't see him, and he didn't call out to her. Instead, Warren shot out a fierce blast of fire, strong enough to knock her off her feet when it hit.

He'd deliberately kept it from being too hot, so the flames flared out quickly after that, but Layla rolled across the ground just in case, before standing up and turning to face him. As soon as she got to her feet, Warren tossed fire her way again, but with more power and heat behind it this time. It smashed her into the wall, and her clothes lit up.

She slid to the ground, bloodied and burning, and when he got closer and crouched in front of her, he saw that she was crying.

"Why, Warren?" Layla sobbed, sounding small and broken, "I _trusted_ you…"

Warren reached out, and carefully smothered the flames on her shirt. Despite intensive practice with Gwen, one thing he had never managed was controlling fire he hadn't created. That included anything that caught fire as a result of his flames, too.

Layla struggled weakly, but she couldn't escape and nothing grew out of the floor to attack Warren. Either she was so hurt that she couldn't use her powers, or there weren't any plants nearby that she could grow into something useful for battles.

Warren smiled at her, a pale imitation of his father's quirky grin. "You know, you're pretty cool, hippie. I'm glad things worked out with Stronghold."

Then he pulled back a fist and punched her right in the face. She fainted straight away, which Warren was glad for.

There were some things he didn't want a girl like Layla seeing, and they would likely happen soon.

_/but they hadn't thought, and you watched the news footage over and over again: the Commander, fighting and eventually defeating the serial killer, supervillian Barron Battle, and then triumphantly peeling off his mask to reveal your dad's bloodied face/_

When Warren walked into the gym, it was to the scene of a fierce battle. Royal Pain and Stronghold had clearly been duking it out for some time, as the utter destruction of the party decorations showed. The battle appeared to be going rather equally, which was something of a surprise – Warren thought himself capable of taking down Stronghold, but he'd never been as confident of his chances against Gwen. Either Stronghold had gotten stronger, or Warren was underestimating himself.

Either way, it didn't matter. The sight of Warren carrying the unconscious Layla distracted Stronghold at a critical moment.

"Layl-" he started to cry, but Gwen took advantage of his lack of attention, and punched him strongly right out the window. He fell without a sound.

Warren grit his teeth for a moment. He'd been expecting Will's death, but…

"Warren!" Gwen exclaimed, turning to him with a wide smile on her flushed face. "Perfect timing!"

He shrugged, and looked around for an intact table to put Layla down on. Seeing none, Warren kicked a shard of the disco ball out of the way and laid her out on the floor. Gwen leaned over his shoulder to examine his handiwork.

"Good job," she praised. "Where are the others?"

Warren straightened. Gwen didn't step back, so they were barely an inch apart. He could feel her heavy breaths against his own lips. "They're all passed out – except Penny, who's trapped in a bunch of vines. Stronghold's Sidekicks took them all out."

Gwen's eyes flashed for a moment, disgust and anger evident in her expression – but then her face smoothed back into a seductive smile. "But of course, _you _weren't. …We've won, Warren. _We've won._"

She actually laughed out loud for a moment, tossing her hair back, and for that moment, Warren doubted himself. There was still time. He could still change his mind.

But then Gwen's eyes met his, and she reached out and wrapped her arms around his neck, the metal of her armor cool against his skin. She was, as always, gorgeous, and her smile hit him as hard as ever, and when she leaned up to kiss him, Warren didn't move away.

He closed his eyes and held her waist in his hands and kissed her back, deeply, and slowly sent heat down into his hands, hotter and hotter and hotter and _hotter_.

Gwen bit his tongue when she first felt her armor scorching her, but that was more out of surprise than any retaliation. She didn't realize Warren was burning her intentionally – not until she opened her eyes and tried to yank away and he held on tight and wouldn't let her.

"Gwen," Warren said quietly, metal sizzling under his palms as Gwen gasped and tried to squirm free, "did it ever occur to you that I don't _want_ you to break my father out of jail?"

_/you didn't cry, but you didn't smile either – eyes fixed on the screen, you sat calmly and watched like it was just a movie, and never mentioned to anyone that you'd cast both men as villains/_


	6. Chapter 6

While it was always my intention to end this story in the way it ends here, I've still tried to ensure that no one would be able to anticipate it. Ideally, the conclusion will be a surprise, but still be perfectly believable due to the backstory and characterization I've built up in the preceding chapters.

Regardless, this is the end. It's a long chapter, with a lot going on, so please - enjoy.

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><p><em>you have often been told that you do not feel emotions the way emotions should be felt/_

Gwen's features went blank, her eyes wide and her mouth open, every tiny line on her face smoothing out as her jaw slackened in disbelief. This lasted only half a moment; then her face twisted into something that, despite Gwen's beauty, was _ugly_ – homicidal, hateful, and hurt.

She didn't strike back at Warren, though, because in the next instant the pair of them were slammed across the room by what felt like an armored tank. Turned out it was just Stronghold, also looking fairly homicidal, but with the added bonus of hovering a foot off the ground.

He had two powers himself, so Warren knew it wasn't unheard of… but honestly, Stronghold's timing just made him want to roll his eyes. He was admittedly a little relieved that the kid was alive, even if he had just made everything much more difficult than it needed to be.

Warren peeled himself away from the wall Stronghold's tackle had embedded him into, and took a moment to shake the concrete dust off his shoulders as he surveyed his opponents. Stronghold was crouched over Layla, making sure she was okay. Gwen was – not Gwen anymore.

Royal Pain stared back at Warren, helmet snapping back into place. "Fine," said the supervillain's familiar distorted voice, "Warren. Fine. I'll take care of _you_ first, then."

"You're going to be outnumbered," Warren said conversationally, as he lowered into a ready stance, fire flaring up around his fists.

Royal Pain laughed, an awful sound. "I don't think he's on your side either!"

Warren leaped out of the way just in time to avoid Will's second attempted tackle, then ducked Gwen's blow immediately after. She was right, he realized suddenly, because while she didn't care who she dealt damage to, and neither did Will, Warren knew he had to save his energy only for Gwen. He didn't particularly mind the thought of beating Stronghold up, but this wasn't the time or place for that. So while it was a three-way fight, Warren might actually end up being the most disadvantaged.

Still, there wasn't much he could do about it now, so rather than dwell on the unchangeable, Warren took a deep breath and his body engulfed itself in flames. He concentrated hard, ramping the heat up higher and higher, until the floor cracked underneath him, and the temperature in the air distorted his vision. This was no time for subtle, or delicate. He needed _power_, so Warren focused all the power he had.

Then he pushed all that intensity out at Gwen, a rush of flames and heat so powerful it actually knocked her off her feet. She shrieked as the metal of her armor once more heated under Warren's fire, flailing aimlessly on the floor, and he knew that the burns would be too much for her if only he could keep this going just a little bit longer.

So of course Stronghold chose that moment to grab him around the neck from behind and attempt to choke him. Warren gurgled, falling back and losing all control over the few remaining licks of flame left behind from his attack. Reaching up behind himself, he managed to punch a small amount of fire into Will's face, despite hardly having any air or strength to work with. Luckily, the heat did the trick; it startled Warren's attacker long enough for him to pull out of the superstrong chokehold, even if all he was able to do afterwards was just to collapse on the floor, wheezing.

Gwen waved a hand, and most of her armor scattered across the room, still sizzling. At the same time, the floor opened up to reveal the swimming pool beneath them – she must have hacked the gym controls. Everyone fell into the cool water, Gwen with a sob of relief.

That expression soon vanished, however, when she saw Warren struggling to breathe and stay afloat on the other side of the pool. With an angry shriek, she lifted her arms high, and parts began to coalesce from all across the room. Mad Science wasn't exactly his best subject, but it was fairly obvious to Warren that Gwen was making something very large and dangerous, something more than capable of destroying him completely. It looked like it might be some sort of energy ray when it was complete, though nothing so harmless as a Freeze Ray. Whatever it was, Warren knew if Gwen managed to finish building her weapon, he was probably doomed. Already he'd lost most of his strength, and fire wasn't very defensive; any sort of shield he might manage to construct would take too much concentration at this point, not something he could manage right now.

This time though, the wild card that Stronghold had become finally acted in Warren's favor. He'd robbed Warren of his chances to defeat Gwen twice already; but he too could see the danger imminent in whatever she was building, and he finally changed his target to Gwen once again. Rising up from under the water in a punch backed by both superstrength and flight, Will carried her halfway to the ceiling with his fist alone. Royal Pain's half-built creation collapsed instantly as the technopath building it lost consciousness, and Stronghold lowered her to the floor before turning to Warren.

The fist in his collar lifting him out of the pool was actually very welcome. Warren was more than eager to be out of the water right now. He wasn't very happy that Will punched him hard in the nose right after, but he could deal.

"What did you do to Layla?" The kid screamed, sounding far more frightened than menacing.

"Nothing much," Warren croaked, only to receive another punch. He kicked back, catching Stronghold in the stomach, which startled him and sent them both smashing down to the ground. Warren shoved his way out of the pile of limbs and leapt to his feet. "Don't you think we could do this later, Stronghold?" he asked, shooting a worried glance over his shoulder at Gwen. She could still be dangerous. This was no time to be leaving her alone, but he couldn't do anything while Will was still raging at him.

Of course, getting the guy to stop was easier said than done. "You _burned_ her!" Will shouted, zooming forward at Warren once more.

Warren ducked, then dashed for Gwen's body while Stronghold was still wheeling around in midair. He was managing impressively well for his first time (he'd looked too scared when Gwen threw him off the edge of the school for it to be anything else), but he hadn't ever flown before and Warren could take advantage of that.

"I've burned a lot of things!" Warren yelled back, rolling out of the way of another tackle before sprinting the final few feet to Gwen's still form. His wet shoes squeaked on the floor, and he slipped and nearly fell as he crouched down to check her pulse.

She was still breathing, and what's more, her eyes were opening as well. Damn Stronghold, couldn't he do anything right? Warren wrapped his hands around Gwen's throat and began to choke her back into unconsciousness. She glared at him hatefully as he did so, but Warren still thought he'd managed to stop her just in time… at least until she smiled, just as her eyes rolled up in her head.

That smile was sinister and knowing and seductive. That smile was the one Gwen had always given him when she'd just outsmarted someone; the one that had made his breath catch a little and his heart drum harder.

That smile meant something bad was about to happen.

_/you're willing to admit that maybe your dad's messed with your head a bit, so that your priorities and reactions now aren't exactly typical/_

Warren swore, then grunted as Stronghold tackled him away from Gwen's body, knocking the wind out of him. He was getting seriously sick of people taking away his ability to breathe. Not only was he fond of air in general, it was a fairly key aspect of Warren's powers.

He tried to punch Stronghold, but missed and only ended up getting his head smashed through yet another wall. Warren might be pretty tough, and he healed fast, but this was getting to be a bit much. He was just preparing to slam a fistful of fire into Stronghold's face, when the school began to rumble alarmingly around them. There was just enough time for Warren and Will's eyes to meet for a single moment, both gazes clearly saying, 'oh, shit'.

And then the school began to fall.

Warren's stomach dropped, his breath caught yet _again_, and he had to clutch at the wall he was embedded in to keep from being yanked up to the ceiling as gravity abruptly began to affect the school around him once more. Stronghold was nowhere to be seen; he'd flown out the window almost immediately. Warren almost wanted to hitch a ride, but there were over a dozen ways that could end badly, and it was too late anyway. A glance across the room showed Layla and Gwen's bodies both being tossed around under the force of the fall, which also suggested that Stronghold wasn't planning on just flying away to safety. He was probably going to attempt something stupidly heroic.

Warren hoped he was successful, or that the Sidekicks managed to do something, though at this point neither was especially likely. He had planned to be long gone by the time Gwen scrambled the anti-gravity device holding the school up; he'd been fully prepared to steal someone's jetpack or something. But those were all in the parking lot, and Warren was stuck.

He wondered if he'd be able to hold up under the impact. Probably not, certainly not undamaged, but he might get away with only being crippled, if he was lucky. His second power would really help in that regard, but that had already been tested a bit today and it hadn't come out too well. Death was looking likely.

Warren took this pretty calmly, he thought. There wasn't much he could do about it now. And fear for one's life was one of those emotions he'd never really managed to learn, not that he was inclined to try. It was a useless emotion, Warren felt. Wanting to stay alive, that he could get behind. And he'd try his hardest to keep his heart beating, sure. But that didn't mean Warren saw any point in getting all terrified if he couldn't manage to save himself. He didn't like the idea of getting terrified in general.

This lack of all-consuming fear had a lot to do with his next few actions. If Warren was probably going to die anyway, there wasn't any reason not to take a few risks, and he still had unfinished business as far as Gwen went. So he let go of his safe hold on the wall, and shoved himself out into the air at a trajectory designed to collide with hers. He almost missed, unprepared for the complete weightless sensation that came with letting go of the falling school, but still managed to catch her by the hair, and then her arm, yanking her closer until her could get a good grip on her. Gwen was still unconscious; Warren didn't really expect her to wake up any time soon as she didn't have any healing powers, and he'd burned her badly. Her arms and legs were already very red, and assuming they survived this mess somehow, she'd probably end up with some large scars. Even so, Warren erred on the side of caution by yanking off his tie and using it to bind her wrists together behind her back.

As soon as he'd finished, he wondered just what the hell he was doing. His actions clearly spoke of a desire to keep Gwen alive, a desire Warren hadn't really expected to have. It may seem cold, but he had been expecting to either die or kill Gwen during this fight – his own hesitation had never entered his mind. She was too dangerous to be left alive. Her aspirations and abilities aside, the pull she held over Warren was too strong to simply ignore. There was something between them – a sort of _understanding_ that cut deep into him, and rendered him unusually vulnerable to her already above-average charisma. For all that Warren understood how evil Gwen was at heart, he still found it extremely difficult to resist the almost instinctive attraction he felt for her and by extension, her cause.

But he'd thought himself prepared to kill her despite all that… and at least partially because of it. He didn't want to leave himself open to her influence in the future; she'd hate him now that he had betrayed her. Eventually, she'd try to kill him, he was sure of that. Acting now, while she was vulnerable and there weren't even any witnesses, would be by far the intelligent choice. Assuming he survived, he really ought to make sure Gwen wasn't around anymore.

Still, Warren hesitated for a long time. Gwen was completely helpless in his arms, bruised and burned and beautiful, and he found that he really didn't _want_ to do this. It would be crossing a line somehow, in a way that even allying with Gwen had never been. And Warren hesitated for several long moments, time seeming to slow even as he plummeted to his death, the seconds ticking agonizingly by as he remained caught in indecision.

He hesitated, but not forever. Warren adjusted his grip around Gwen, and was just lifting his free hand towards her when the school's free-fall slowed, and then stopped altogether, sending everyone who'd been floating around in the air crashing painfully to the floor. Warren landed hard on the wooden floor, with Gwen on top of him. He could feel the school rising – Stronghold couldn't possibly be doing that, even if he had managed to stop the descent. Warren's mouth twitched up into a small smile; the sidekicks must have succeeded in disarming Gwen's scrambler. They really were doing well tonight.

Speaking of sidekicks… Warren set Gwen down on the ground, then pushed himself to his feet with a grunt of pain. Yeah, his healing abilities were definitely getting a little bit worn tonight. His body was still repairing all the damage, but it was taking longer than normal, and he just felt more tired than he usually would. He ignored the lingering aches though, in favor of scanning the gym for Layla. He'd been able to cushion Gwen's fall, but she hadn't had any similar protection, so he was a little concerned about what state she might be in.

It took him a few moments to locate her – but once he had, Warren leapt into action immediately, without a thought. Buzzing panic filled his head, leaving no room for rationality; the only thought running through his head being that this was _his fault_ – if he hadn't knocked her out, she wouldn't have been in this situation. She didn't _deserve_ to be in this situation, and if Warren had been torn about whether or not to kill Gwen, he felt no such hesitation here.

While Warren and Gwen had crashed down onto the hard floorboards of the gym, when the school stopped falling, Layla had landed in the middle of the pool. Much of the water had splashed out during the school's fall, but there was still more than enough left to drown someone, and Layla was sinking to the bottom, unmoving.

Cursing, Warren sprinted across the gym and leapt in after her.

_/but atypical though they may be, when they come your emotions are just as powerful as anyone else's/_

If Warren had spared a thought for it, he would have been very surprised that Will hadn't reacted violently upon returning to the gym to the sight of Warren crouched over Layla, with his mouth pressed to hers. At the time, though, he'd had much greater concerns, and only kept administering CPR. Luckily, it didn't take long before she started jerking up from the floor, coughing up the water she'd ingested. Warren sat back in relief, and finally noticed Stronghold standing over them.

He watched the other boy warily, but Will wasn't paying any attention to him. All his attention was riveted on Layla; he breathed a huge sigh of relief when her coughing finally stopped, and she was able to sit up and look at him.

"You're _okay_," he whispered, grabbing her in a tight hug. "Layla, oh my god –"

Layla croaked, "Superstrength!"

Will let go of her immediately, apologizing profusely. Layla told him she was alright, and then they just smiled at each other for a minute while Warren lurked in the background, trying to squeeze the water out of his hair.

That didn't last long. Will soon remembered Warren's presence, and moved to stand in front of Layla, fists readied for a fight. Well, actually his form was terrible and wouldn't do most people much good, but he had superstrength to make him formidable regardless.

Warren looked at those fists for a moment, then sighed and sat down. He lifted his hands and placed them on the back of his head, just to make it extra clear that he wasn't interested in fighting.

His best bet, he figured, was to act like he'd been planning for this all along. "Sorry for punching you, Layla. She wouldn't have believed I was on her side otherwise."

The couple looked very shocked. Layla's eyes widened – well, her good one, anyway. Warren's punch had got her right in the eye and it was already swelling. Will didn't seem to know what to do.

"W-what?" Layla asked. Warren shrugged.

"Gwen invited me to join her gang of villains a while ago. I agreed because I wanted to know what she was planning, but she didn't tell me until it was too late to prevent anything. I decided I'd continue to pretend I was on her side until I could get close to her and take her down myself." He nodded his head at Gwen, wrists bound with his tie. "That's actually what I was doing when Stronghold here attacked us both."

Layla really was one of a kind. It was clear she already believed him; a wide, relieved grin broke out on her battered face. Warren ducked his head slightly to hide his own answering smile. Even now, even in a situation like this, she was still so eager to believe the best of people. Someday that quality would probably get her into a lot of trouble, if this didn't already count – but still, Warren couldn't help but hope she never lost it.

Will was not quite so forgiving as his girlfriend. "But you – you _hurt_ Layla. And you were fighting me back –"

Layla and Warren interrupted at the same time. "Will, I'm really okay –"

"I was just trying to get past you to Gwen."

Will shook his head slowly. "I still don't think I trust you."

Warren carefully moved his hands from behind his head, lowering them until they were in front of him, wrists together. "That's understandable. You can tie me up too if you want. But just… please think about it before you turn me in to the police."

That caught their attention. Warren grinned wryly. "It's just, if you do turn me in – I don't think I'll ever get out. No matter what I say, they're not going to want to hear it. Because of my dad – well, the authorities have been watching me pretty closely for any signs that I'll… end up the same way."

And _that_ got their sympathy. Warren normally kept a good distance from most people, partially by choice and partially because no one ever wanted to get close to him. Because he didn't have much in the way of money and he had no friends, he usually kept himself occupied by reading or observing people. Both activities had given him a pretty good understanding of how most people ticked, and he had been pretty confident in being able to manipulate Will and Layla – despite their strong powers, they were both so naïve that it was easy.

He'd succeeded, too. They were already assuring him that restraints weren't necessary and that they wouldn't turn him in. Will was still wary, of course, but he wouldn't speak up unless Warren did something suspicious. The couple even explained Warren's story to the Sidekicks when they arrived, so Warren didn't have to go through it all again. He just helped pile Gwen and the other would-be-villains in the detention room, rolled back his sleeves, and joined in the whole de-Pacifying process (after a very gross encounter with Medulla's 'boom-boom').

Warren didn't feel guilty for covering his tracks. He'd mostly told the truth, anyway. He just hadn't mentioned some things – the depth of his relationship with Gwen, that he'd been considering killing her, or that he'd also been seriously considering joining her until the last moment. Still, pretty much everything he _had_ said was true. Particularly relevant was the bit about the authorities watching him closely – it was key that he had the 'heroes' of tonight on his side, because Gwen and her gang would undoubtedly be eager to sell him out as an act of revenge for his betrayal.

Warren hung back as much as possible once all the babies were grown back to normal. Particularly when the Commander made his little speech and gave the 'Hero of the Year' award to the Sidekicks. Warren stepped back into the shadows as far as he could, hoping he wouldn't be spotted. It didn't do any good; the Commander noticed him regardless.

Their gazes locked for a moment before the man looked away. He didn't seem to have realized who Warren was, which made sense – they had never met in person before. And really, it was for the better if Steve Stronghold never realized just whose son he was standing in front of.

But knowing that didn't lessen the hate Warren felt, disgust bubbling in his stomach and desire to cause harm heating his fingers. Warren wanted to attack, now that the man was no longer a helpless infant. He wanted to make use of every trick Gwen had taught him until the Commander was nothing more than a pile of ashes. He just wanted to _burn _the man who had put his father in jail. To burn him, and burn him, and burn him, and burn him, and burn him until he was just _gone_.

If his father were standing in front of him right now, Warren knew he would feel the exact same way.

But he would never act on his urges. Not because it was wrong, or because it would be beyond stupid to attack the Commander when his association with Gwen would already put him on thin ice with the police. Warren would never be able to hurt the Commander because underneath all the hate, he was actually _grateful_. He was glad that the superhero had captured his father, even though he hated him for the exact same action.

So rather than give in to the anger rushing through him, Warren merely stepped back quietly into the shadows. He retreated from the party that was already resuming – the pool had been closed back up, and someone had shoved the mess on the floor to one side of the room. Miraculously, the sound system had survived unharmed, and almost everyone was already dancing like nothing had even happened.

Warren turned and walked away, unnoticed.

_/it's just that for years they haven't come – you've lived by logic because you just can't care anymore, you've gone so numb/_

Warren was mildly amazed that, after her little scolding, Principal Powers just walked away from the detention room without a thought. All of the other adults were already at the dance, but she didn't even try to guard the door. Sure, the detention room door couldn't be opened from the inside, but that wouldn't stop anyone trying to break them out from the outside. But then again, as far as everyone else knew, there was no reason to be wary.

He waited until Powers was long gone before stepping out of the shadows and quietly approaching the detention room. The door was strong, but not soundproof; he could hear Gwen ranting, "I went through puberty twice – for _this?_"

"Where's Warren?" Lash asked.

Peering through the small circular window in the door, Warren watched as Gwen suddenly leapt to her feet, shrieking wildly, "_Don't talk about Warren!_"

Lash stared up at her in shock. "What the hell?"

Gwen's face twitched as she struggled to get herself under control. She coughed delicately into a gauntleted fist. "Warren decided he'd rather become a superhero after all," she said as she sat back down. "Forget about him."

The minion who had masqueraded as her father reached out as if to comfort her, only to be violently smacked away. Speed snorted derisively, while Lash merely stared at Gwen.

He seemed to be about to ask something more, but was interrupted by Penny sniffling loudly. "H-he had the right idea," she whimpered. "I wish I'd never done this. I – I – I don't want to go to jail!"

She burst into tears. Gwen's minion laughed crazily, and after a moment Speed joined in mockingly. Lash groaned. "Oh, shut up, Penny."

Warren ignored the lot of them, looking back to Gwen – only to flinch when he saw her staring right back at him. Slowly, she stood once more and approached the door. It looked like someone had already given her the same kind of super-healing treatment Layla had received; while parts of her armor were still missing, the skin underneath was merely bright red instead of being all blistered as it should be. As she got closer and closer to the door, ignoring the squabbling behind her, Warren's visibility was restricted until her face was all he could see of her.

Gwen stared at him with no expression for a long moment. When she did open her mouth, it must have been in a whisper, as Warren couldn't hear what she said.

He could read her lips, though. 'Warren.'

Warren took a deep breath. He felt shaky, and for a wild moment actually considered opening the door and setting Gwen free. Instantly dismissing that thought, he shook his head, more to himself than in reply.

Gwen clearly took it as a response, however. Her calm expression soon began to twist. She said something else he couldn't hear, this time too fast for Warren to understand. But her voice soon rose, first to a regular speaking volume, then rapidly to a yell – "Let me out of here, Warren, you traitor, let me out! Open the door. _Open the door right now_. Let me _OUT OF HERE!_"

Behind Gwen, Penny lifted her tearstained face. Speed said, "Is that Peace?"

Lash said, "Maybe he came to get us out."

Gwen slammed a clenched fist against the window. Warren's tie was gripped tight in her hand. "_Warren_. _Please._"

Her face had crumpled. "Please," she said again. "I thought you – I thought you loved me."

"Since when were they like _that?_" Penny asked, tears long forgotten.

"Duh," Lash replied. "It was kinda obvious–"

In front of the window, Gwen's chin trembled a little. "Warren," she said again, pleadingly. "I thought you were like _me_, not one of _them_. I thought –"

She looked ready to cry. Warren took deep breaths.

Gwen slammed her hand flat against the glass. For a moment, all was quiet; then her face suddenly twisted, her expression distorting into dark rage. "You're just like the rest of them," she hissed. "You're just like all the rest. I _hate_ you. I hate you, I hate you, I hate you – "

Warren stepped back from the door. Gwen just kept repeating those same three words, louder and louder. Soon she was screaming, pounding on the door like she wanted to break through it and throttle Warren with her bare hands.

He turned around and walked away without looking back. He could still hear her voice following him down the hallway for a long time. Even after he exited the building, her words seemed to echo in his head, an endless litany of hatred.

Warren sighed heavily, and sat down on the front steps of the school. He could see lights flashing in the gym, and hear faint music. Flopping back, he laid on the steps and stared up at the stars, his breath visible in the cold night air.

His chest felt like it was in pain, somehow. Warren shook his head slightly, a smile breaking over his lips as he thought of Gwen once again. She really was incredibly deranged. He hadn't ever loved her.

He couldn't love, after all. The only people Warren had ever loved were his mother and father. After his mother died when he was a baby – at his father's hands, it came out in the trial – his dad had been Warren's whole world. And then on his tenth birthday, all that was shattered and his world collapsed around him. Warren had _despised_ his father ever since then, hated his dad just as much as he'd ever hated the Commander… But he'd loved him too. Hell, he probably still loved him. It was hard to tell, when he hadn't seen the man in six years. If he ever met him face to face, Warren had no idea how he'd react, and he didn't want to know.

Warren did know, though, that he hadn't ever loved anyone else. He couldn't seem to feel things like that anymore. Any kind of deep emotion – aside from anger – had eluded him for years, ever since his tenth birthday. The shrink at the time had called his reaction a product of shock, but Warren hadn't felt all that shocked. He'd felt like his dad's secrets were something he had known all along and only just remembered, and the numbness just never went away.

So of course he hadn't been in love with Gwen. That would have been impossible.

Warren's throat tightened, and he flung a hand over his face, groaning quietly. Who did he think he was kidding? Even if this wasn't love, it was _something_. It was something strong, and painful, and it was the most he'd felt in years and it _hurt_ but it was a good kind of hurt. It was a kind of hurt that made him feel truly human in a way he hadn't for so long.

'I hate you!' Gwen's voice rang in his head again, and Warren sighed into his hand before lifting it off his face and staring up at the stars once more. She had been unstable anyway. Probably, she would have had this sort of breakdown no matter what. He didn't even feel like he was really the cause, so much as the focus of her insane rage.

No, he didn't feel guilty. Warren didn't feel guilty or ashamed of any of this. He probably should – he probably ought to feel terrible about what he'd done this year, the choices he'd made. But he didn't. Not in the least. He felt _glad_.

Because those choices had brought him right here, to this moment. And yes, he was missing out on the party the heroes were having. Sure, the only person who had ever been sort of his friend was going to be thrown in jail pretty soon. Yeah, Gwen hated him – he was as alone out here as he'd ever been. His powers had gotten stronger, but other than that, nothing about Warren's life had actually changed.

Except now he _cared_ about it.

It wasn't the near-death experience tonight that had done it, either. This whole evening had just been the culmination of what was building all along, even if Warren hadn't realized it until now. He'd fooled himself spectacularly, but of course he hadn't been able to kill Gwen. He wouldn't ever be able to do something like that, any more than he would have been able to ignore her in the first place. He wasn't like his dad. He wasn't like the Commander either.

He was _Warren_, somewhere in the middle and probably not okay but not a lost cause either. And that was fine. He didn't have to regret not killing Gwen, or helping Gwen, or maybe loving her a little, or abandoning her, or smiling all alone out here in the dark night instead of joining in the dance the heroes were having. This was what he was. Not black, not white – gray, maybe, and that was okay by him.

So Warren sat out there in the dark until the dance ended and he could take the bus back home. He sat alone in the dark and smiled and didn't regret a thing.

And he knew she would never accept it herself, but Warren said it to the stars anyway, "Thanks, Gwen."

He had never meant any words so much.

_/you aren't numb any more/_


End file.
